EX-10.13 14 d237124dex1013.htm EX-10.13

Exhibit 10.13

FEC 07-02255-032

Supplemental Agreement No. 25

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 25, entered into as of the 10th day of June 2016, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H:

A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft);

B. WHEREAS, Customer desires to reschedule the delivery month of four (4) Option Aircraft under Letter Agreement 6-1162-RRO-1062, Option Aircraft, to the Purchase Agreement as shown in the table below:

Existing Delivery Months of Option Aircraft |  | Revised Delivery Months of Option Aircraft
[*] |  | [*]
[*] |  | [*]
[*] |  | [*]
[*] |  | [*]

C. WHEREAS, Boeing and Customer desire to acknowledge that one (1) Block B [*] Aircraft having a scheduled month of delivery of [*] in accordance with the terms of Letter Agreement 6-1162-RRO-1068, Special Provision – Block B Aircraft, due to the [*] provision therein as it relates to such Block B Aircraft.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

P.A. No. 3157 |  | 1 |  | SA 25
|  | BOEING PROPRIETARY |  |

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1. | Remove and replace, in its entirety, the “Table of Contents” with the revised Table of Contents, attached hereto, to reflect the changes made by this Supplemental Agreement No. 25.

2. | Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect the addition of one (1) Block B Aircraft having a scheduled month of delivery [*] as a firm Block B Aircraft.

3. | Remove and replace, in its entirety, “Table 1-B”, with the revised Table 1-B, attached hereto, revised to reflect the removal of one (1) Block B conditional firm Aircraft having a scheduled month of delivery [*].

4. | The Option Aircraft described in Recital Paragraph B are hereby rescheduled as set forth in Recital Paragraph B. Remove and replace, in its entirety, the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with a revised Attachment, attached hereto, to reflect such rescheduling of Option Aircraft. Boeing and Customer acknowledge and agree that the rescheduling of the Option Aircraft herein is not made pursuant to [*], and accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that the Option Aircraft described in Recital Paragraph B will retain the [*].

5. | Boeing and Customer agree that as a result of the changes incorporated in this Supplemental Agreement No. 25, Customer [*].

6. | This Supplemental Agreement No. 25 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to June 15, 2016 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 8 to Purchase Agreement No. 3712 on or before June 15, 2016.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

P.A. No. 3157 |  | 2 |  | SA-25
|  | BOEING PROPRIETARY |  |

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ L. Kirsten Jensen |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | Vice President

P.A. No. 3157 |  | 3 |  | SA-25
|  | BOEING PROPRIETARY |  |

TABLE OF CONTENTS

ARTICLES |  | SA NUMBER |
|  | 1. |  | Quantity, Model and Description |  |  |  |
|  | 2. |  | Delivery Schedule |  |  |  |
|  | 3. |  | Price |  |  |  |
|  | 4. |  | Payment |  |  |  |
|  | 5. |  | Miscellaneous |  |  |  |
TABLE |  |  |
|  | 1. |  | Aircraft Information Table |  |  | 15 |
|  | 1A |  | Block B Firm Aircraft Information Table |  |  | 25 |
|  | 1B |  | Block B Conditional Firm Aircraft Information Table |  |  | 25 |
|  | 1C |  | Block C Aircraft Information Table |  |  | 13 |
|  | 1C1 |  | Block C Aircraft Information Table (MSN 39285) |  |  | 11 |
|  | 1C2 |  | Block C Aircraft Information Table |  |  | 20 |
|  | 1D |  | Block D Aircraft Information Table |  |  | 20 |
EXHIBIT |  |  |
|  | A. |  | Aircraft Configuration |  |  | 4 |
|  | A1. |  | Aircraft Configuration (Block B Aircraft) |  |  | 4 |
|  | A2. |  | Aircraft Configuration (Block C Aircraft except MSN 39285) |  |  | 11 |
|  | A3. |  | Aircraft Configuration (Block C Aircraft w/ MSN 39285) |  |  | 11 |
|  | A4. |  | Aircraft Configuration (Block D Aircraft) |  |  | 12 |
|  | B. |  | Aircraft Delivery Requirements and Responsibilities |  |  |  |
SUPPLEMENTAL EXHIBITS |  |  |
|  | AE1. |  | Escalation Adjustment/Airframe and Optional Features |  |  |  |
|  | CS1. |  | Customer Support Variables |  |  |  |
|  | EE1. |  | Engine Escalation/Engine Warranty and Patent Indemnity |  |  |  |
|  | SLP1. |  | Service Life Policy Components |  |  |  |

P.A. No. 3157 |  | 4 |  | SA-25
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENT |  |  |  | SA NUMBER
3157-01 |  | 777 Spare Parts Initial Provisioning |  |
3157-02 |  | Demonstration Flight Waiver |  |
6-1162-RCN-1785 |  | Demonstrated Compliance |  |
6-1162-RCN-1789 |  | Option Aircraft Attachment to Letter 6-1162-RCN-1789 |  | Exercised in SA # 4
6-1162-RCN-1790 |  | Special Matters |  |
6-1162-RCN-1791 |  | Performance Guarantees |  | 4
6-1162-RCN-1792 |  | Liquidated Damages Non-Excusable Delay |  |
6-1162-RCN-1793 |  | Open Configuration Matters |  |
6-1162-RCN-1795 |  | AGTA Amended Articles |  |
6-1162-RCN-1796 |  | 777 First-Look Inspection Program |  |
6-1162-RCN-1797 |  | Licensing and Customer Supplemental Type Certificates |  |
6-1162-RCN-1798 |  | 777 Boeing Converted Freighter |  | Deleted in SA # 4
6-1162-RCN-1798 R1 |  | 777 Boeing Converted Freighter |  | 4
6-1162-RCN-1799R1 |  | [*] |  | 24
6-1162-RRO-1062 |  | Option Aircraft |  | 4
|  | Attachment to Letter 6-1162-RRO-1062 |  | 25
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  | 4
6-1162-RRO-1066R1 |  | Special Matters for Block B Aircraft |  | 22
|  | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |  | 4
6-1162-RRO-1068 |  | Special Provision – Block B Aircraft |  | 4
FED-PA-LA-1000790R3 |  | Special Matters for Block C Aircraft |  | 20
FED-PA-LA-1001683R2 |  | Special Matters for Block D Aircraft |  | 19
6-1162-RRO-1144R7 |  | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 |  | 20
6-1162-SCR-137 |  | 777F Miscellaneous Matters |  | 20
6-1162-SCR-154 |  | [*] Letter |  | 22
6-1162-SCR-155 |  | [*] Engine Hard Mount Letter |  | 22

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

P.A. No. 3157 |  | 5 |  | SA-25
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENT (Con’t) |  |  |  | SA NUMBER
6-1162-SCR-186 |  | [*], Non-Isolated Engine Mounts Letter |  | 23
6-1162-SCR-193 |  | [*] Matters |  | 23
6-1162-LKJ-0726 |  | [*] SA-24 Accelerated Block B Aircraft |  | 24

SUPPLEMENTAL AGREEMENTS |  | DATED AS OF:
Supplemental Agreement No. 1 |  | May 12, 2008
Supplemental Agreement No. 2 |  | July 14, 2008
Supplemental Agreement No. 3 |  | December 15, 2008
Supplemental Agreement No. 4 |  | January 9, 2009
Supplemental Agreement No. 5 |  | January 11, 2010
Supplemental Agreement No. 6 |  | March 17, 2010
Supplemental Agreement No. 7 |  | March 17, 2010
Supplemental Agreement No. 8 |  | April 30, 2010
Supplemental Agreement No. 9 |  | June 18, 2010
Supplemental Agreement No. 10 |  | June 18, 2010
Supplemental Agreement No. 11 |  | August 19, 2010
Supplemental Agreement No. 12 |  | September 3, 2010
Supplemental Agreement No. 13 |  | August 27, 2010
Supplemental Agreement No. 14 |  | October 25, 2010
Supplemental Agreement No. 15 |  | October 29, 2010
Supplemental Agreement No. 16 |  | January 31, 2011
Supplemental Agreement No. 17 |  | February 14, 211
Supplemental Agreement No. 18 |  | March 31, 2011

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

P.A. No. 3157 |  | 6 |  | SA-25
|  | BOEING PROPRIETARY |  |

SUPPLEMENTAL AGREEMENTS (Con’t) |  | DATED AS OF:
Supplemental Agreement No. 19 |  | October 27, 2011
Supplemental Agreement No. 20 |  | December 14, 2011
Supplemental Agreement No. 21 |  | June 29, 2012
Supplemental Agreement No. 22 |  | December 11, 2012
Supplemental Agreement No. 23 |  | December 10, 2013
Supplemental Agreement No. 24 |  | May 4, 2016
Supplemental Agreement No. 25 |  | , 2016

P.A. No. 3157 |  | 7 |  | SA-25
|  | BOEING PROPRIETARY |  |

Table 1-A to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Firm

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110000 pounds |
Airframe Price: |  |  | [*] |
Optional Features: |  |  | [*] |
Sub-Total of Airframe and Features: |  |  | [*] |
Engine Price (Per Aircraft): |  |  | [*] |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |
Non-Refundable Deposit/Aircraft at Def Agreement: |  |  | [*] |

Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  |  |  |  |  | [*] |  |  |
Base Year Index (CPI): |  |  |  |  |  |  | [*] |  |  |

|  |  |  | Escalation |  |  |  |  | Escalation Estimate |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Factor |  |  |  |  | Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  |  | MSN |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 4 |  |  |  |  |  | # SA-24 Accelerated Block B Aircraft. [*] for the SA-24 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0726.

NOTES: | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

APR No. 62654, 79650 |  | BOEING PROPRIETARY |  | Supplemental Agreement No. 25

Table 1-B to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Conditional Firm

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110000 pounds |
Airframe Price: |  |  | [*] |
Optional Features: |  |  | [*] |
Sub-Total of Airframe and Features: |  |  | [*] |
Engine Price (Per Aircraft): |  |  | [*] |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |
Non-Refundable Deposit/Aircraft at Def Agreemt: |  |  | [*] |

Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |  |  |  |  |

|  |  |  | Escalation |  |  |  | Escalation Estimate |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Factor |  |  |  | Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  | MSN |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 7 |  |  |  |  |  |  |  |  |  |  |  |  |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

APR 50270 |  |  |  | Supplemental Agreement #25
|  | Boeing Proprietary |  | Page 1

Attachment to

Letter 6-1162-RR0-1062

Option Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110100 pounds |
Airframe Price: |  |  | [*] |
Optional Features: |  |  | [*] |
Sub-Total of Airframe and Features: |  |  | [*] |
Engine Price (Per Aircraft): |  |  | [*] |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |
Deposit/Aircraft at Def Agreemt: |  |  | [*] |

Detail Specification: D019W007FED7F-1 Rev E dated August 29, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |  |  |  |  |
Forecast: 2Q08 |  |  |  |  |  |  |  |  |  |

|  |  |  |  |  |  |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Escalation Factor |  | Escalation Estimate Adv Payment Base |  | Balance At Option Exercise |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe)# |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 11 |  |  |  |  |  |  |  |  |  |  |  |

# | The Escalation Factor for the Option Aircraft will be adjusted to Boeing’s then current forecasts for such elements as of the date of the amendment to the definitive agreement to add the exercised Option Aircraft as an Aircraft.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

FED |  |  |  | Supplemental Agreement No. 23
50271-1O.TXT |  | BOEING PROPRIETARY |  | Page 1